FREELANCE CONTRACT AGREEMENT

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 Freelance Contract

KNOW ALL MEN BY THESE PRESENTS:

This Freelance Contract (this “Contract”), is entered into by and between:

MAROON PAGNOTTA PRINTING a company recrui ng freelancers for paid tasks (hereina er
referred to “Client”);
AND

Mr/Mrs. who is a freelancer, with address:

(hereinafer
referred to “Freelancer”).

WITNESSETH: That -

WHEREAS, Client has a need for Transcrip on/Data Entry Services;

WHEREAS, Freelancer has the skills and expressing interest in performing such services for Client;

WHEREAS, Freelancer agrees to carry out: PROJECT 1 PROJECT 2 PROJECT 3

PROJECT 4 PROJECT 5 PROJECT 6 for Client.

WHEREAS, Freelancer agrees to pay the Refundable Security Fee of $ as required for
the project selected.

WHEREAS, Client agrees to pay freelancer $ for the above service.

WHEREAS, the par es wish to set forth the terms and condi ons upon which such services will be
provided to Client;

NOW THEREFORE, for and in consideraton of the foregoing premises herein contained, the ppares hereby agree as
follows:

Descrip on of the Services

This contract is for Transcrip on/Data Entry Services

Freelancer and Client will work together to communicate the desired outcome of the final output. Client will fill out
notes about specific edi ng requests. Before finalizing the output, Freelancer will send a preview file to the Client to
confirm and check. Afer sending the preview file, Client is enetled to not more than 1 Revision under the terms of
this agreement.

Project Schedule

The Project will have a lifetme as scheduled in the project selected by Freelancer, subject to renewal only by the
client.

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 FREELANCE CONTRACT TERMS AND CONDITIONS

I. INTELLECTUAL PROPERTY RIGHTS

1. Retained Rights: Each party will retain all right, tle, and interest in and to its own Pre-Exis ng Intellectual
Property irrespectve of any disclosure of such Pre-Exis ng Intellectual Property to the other party, subject to
any licenses granted herein.

2. Pre-Existng Intellectual Property: Freelancer will not use any Freelancer or third party Pre-Exis ng Intellectual
Property in connecton with this Contract unless Freelancer has the right to use it for Client’s benefit. If Freelancer
is not the owner of such Pre-Exis ng. Intellectual Property, Freelancer will obtain from the owner any rights as
are necessary to enable Freelancer to comply with this Contract.
Freelancer grants Client a non-exclusive, royalty-free, worldwide, perpetual and irrevocable license in Freelancer
and third party Pre-Exis ng Intellectual Property, to the extent such Pre-Exis ng Intellectual Property is
incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce,
modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to
do these things.
Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into any
Deliverable unless (i) Freelancer clearly iden fies the specific elements of the Deliverable to contain third party
materials, (ii) Freelancer iden es the corresponding third-party licenses and any restric onson use thereof,
and (ii) approval is given by Client in wri ng. Freelancer represents, warrants and covenants that Freelancer has
complied and shall con nue to comply with all third-party licenses (including all open-source licenses) associated
with any sofware components that will be included in the Deliverables or any other materials supplied by
Freelancer. Freelancer shall indemnify Client against any losses and liability incurred by Client due to failure of
Freelancer to meet any of the requirements in any of the third-party licenses.

3. Ownership of Deliverables: Subject to Freelancer and third -party rights in Pre-Exis ngIntellectual Property, all
Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong
to Client, and Freelancer hereby assigns such rights to Client. Freelancer agrees that Client will own all patents,
u lity models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use
the Deliverables without claim on the part of Freelancer for additonal compensaa oand without challenge,
oppositon or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their
respectve moral rights therein. Freelancer will sign any necessary documents and will otherwise assist Client in
securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.

4. No Rights to Client’s Intellectual Property: Except for the limited license to use materials provided by Client as
may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right,
tle, or interest in any Client Intellectual Property.

II. CONFIDENTIALITY

Confiden al Informa on.

For the purpose of this Agreement, Confiden al Informa on shall mean propriety informa on or any informa on in
consonance to the proprietary rights of a Party. This may also mean an informa on dis nc vely declared as
confiden al by the Disclosing Party. This informa on may be acquired by the Receiving Party through knowledge or

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grant of access by the Disclosing Party. The informa on herein includes but not limited to, those conceived or
discovered or developed in whole or in part by Freelancer here under.

Client Confiden al Informa on.

The concepts, deliverables, discoveries, ideas, tools in various stages of development provided by the Client, and
likewise designs, dra s, specifica ons, techniques, methods, processes, procedures, contacts, associa ons,
references, other informaton related to customers, product prices, offers, policies and financial informamon, this
Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.

Freelancer will not use Client’s name, likeness, logo or any form of iden tythat may represent the Client without
Client’s prior wri en consent, to include use or reference to Client’s Iden ty in any way and in conjunc on with the
customers of the Client, its poten al clients, list of clients and customers, the news releases or releases to any
professional or trade publica ons.

All confidenn informa on shall not be disclosed by the Freelancer to third partes and shall con nue to be in force
even at the terminaton of this Contract.

Non-Disclosure.

Except as permi ed in wri ng and signed by the Client, the Par es hereby agree that during the term of this
Agreement and thereafer, the Freelancer may not use for commercializa on, disclose to any person the Confidenn al
Informa on by the Client.

Freelancer hereby represents that the executon of this Contract, does not in any way produce conflict or breach to
any contractual or fiduciary obliga on to which Freelancer is bound.

Freelancer shall not accept work from a compe tor or any other business organiza on any work or any other that
may create an actual or poten al conflict of interest for the Freelancer or which may become detrimental to Client’s
business interests.

The Freelancer may not solicit, enter into new agreements or arrangements, or any actvity with other clients being
under the same industry for a period of 5 years, upon conclusion or terminaton of this agreement.

Right to Disclose

With respect to any informa on,knowledge, or data disclosed to Client by the Freelancer, the Freelancer warrants
that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and
that Customer shall have full and unrestricted right to use and publish the same as it may see fit. Any restric ons on
Customer’s use of any informaton, knowledge, or data disclosed by Freelancer must be made known to Customer
as soon as prac able and in any event agreed upon before the start of any work.

III. SECURITY FEE

The Freelancer will pay to Client a fee termed as “Security Fee” which is a one - off payment to ensure security of
informa on/data given to Freelancer by Client. The fee will be paid by Freelancer before job will be issued to
freelancer. The fee shall be refunded back to Freelancer afer the project has been completed. The Security Fee as
stated herewith is to ensure Freelancer completes the job within the scheduled me and also for data security.

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IV. TERMINATION

Right to Terminate by Client.

Client may terminate this Contract and/or an individual, or any open project without liability at any me, upon prior
wri en no e to Freelancer.

Upon terminaton, Freelancer will provide Client a report of the status of any project, in progress or completed, by
the Freelancer. Client shall not withhold any payment to Freelancer the equitable amount for the par ally completed
work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted
before the end of the Agreement. Freelancer shall return all Confiden al Informa on, including all notes, records or
any le to the Client which in any way may incorporate Confiden al Informa on provided by Client to Freelancer.

V. WARRANTIES

Freelancer warrants that all Services and Deliverables by the Freelancer is free from any defect and is conforming to
the specificaaons required by the Client. Likewise, the Freelancer warrants that the work made by the later is original
and does not infringe any trademark, service mark, trade name, secrets, proprietary or copyright of any third party.

VI. LIMITATION OF LIABILITY

No party shall be liable for any damages, loss of data, profits or revenue, cost of capital or down me costs in any
way connected with, the subject ma er of the agreement.

VII. INSURANCE

Freelancer shall be responsible in the Freelancer's insurance coverage for the business as required by any applicable
law or regulaton, including, but not limited to, Workers’ Compensaton insurance as required by any applicable law
or regula on.

VIII. INSPECTION AND ACCEPTANCE

Client shall inspect any of the services performed or deliverables performed by the Freelancer before acceptance.
Should the services performed found to be unsa factory, Client may require Freelancer to redo, replace, or repair
the work done in order to bring such to full compliance with the requirements, at cost of Freelancer.

Should any defect be not corrected by re-performance, or fails to promptly conform to the services and/or
deliverables as defined by the requirements or specificaca onClient may reduce price payable to the Freelancer for
services performed and/or Deliverables delivered by Freelancer and accepted by Client and/or contract, perform or
subcontract services to another freelancer, or terminate the project and/or this Contract for default.

IX. MISCELLANEOUS

Counterparts.

This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall cons ute one and the same Contract.

Agreement Modifiic on.

No modifica on or altera on of this Contract shall be considered as having been made unless executed in wri ng
and duly signed by the partes hereto.

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Assignment.

Neither party shall assign or transfer its right and obliga ons under this contract without the prior wri en consent
of the other.

Separability Clause.

Should any of the provision of this Contract be held invalid by any competent court, the same shall apply only to the
said provision involved and the remaining provisions hereof shall remain valid and enforceable.

No Employer-Employee Rela onship.

The Partes to this Agreement, in entering to this Contract, does not in any way, create an employer/employee
rela onship. The Client and Freelancer agree that upon execu onof this Agreement the Freelancer, during this
Contract shall remain an independent contractor and not bound by the Client's employment rules and regula ons.

Judicial Ac on.

Any ac on arising from or brought under this Contract shall be led with the proper courts of United State America,
to the exclusion of all other venues that are hereby expressly and willingly waived by the par es.

Force Majeure.

No Party shall be held liable for any failure in performance under this Contract when failure is caused beyond that
Party’s reasonable control, including, but not limited to, acts of terrorism, war, earthquake, fire, storm, flood,
accident, and prolonged shortage of energy. In the event of such delay, the scheduled date for delivery shall be
adjusted reasonably to the benefit of the Freelancer. If the delay remains in effect for a period in excess of thirty
days, Client may terminate this Contract upon writen no ce to Freelancer.

En re Contract.

This Agreement, including the documents atached herein shall cons tue the one and the same agreement between
the Partes. This Agreement supplants any other previous oral or writen commitments, agreements or
understanding. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by
a writen agreement and consent signed by both Partes.

IN WITNESS WHEREOF, the par es hereunto have affixed their signatures this day of 20 .

FREELANCER

Signature: ……………………………………………..

Date:……………………………………………………..

Official Stamp/Seal
MAROON PAGNOTTA
PRINTING

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